Altamir - Registration Document 2016

FINANCIAL AND LEGAL INFORMATION Presentation and history of the Company

1

www.histoiredor.com www.marc-orian.fr www.tresorparis.fr

1) Business description THOMEurope is a leading jewellery retailer inEurope. TheGroup was created in 2010 from the merger of two leading French jewellery retailers, Histoire d’Or and Marc Orian. Since the 2016 acquisition of the brands Stroili Oro in Italy and Oro Vivo in Germany, the group now operates in France, Italy, Germany and Belgium through a network of 1,000 company- owned stores, primarily located in shopping centres. THOM Europe operates under the following brands: Histoire d’Or, Marc Orian, TrésOr, Stroili Oro, Franco Gioielli and Oro Vivo. 2) Why did we invest? Having been a shareholder of Histoire d’Or for eight years, Apax had reviewed the opportunity to combineHistoire d’Or andMarc Orian several times in the past. The investment thesis is now based on the combined group. THOMEurope is a leader ina stable, high-marginand fragmented market, in which scale provides a key competitive advantage. Its retail concepts, found in prime locations, stand out from the competition and are supported by best-in-class operations. Its outstanding, proven and highly-committed management team has a strong knowledge of both theHistoire d’Or andMarcOrian groups. 3) How do we intend to create value? In addition to the synergies generated from the merger, THOM Europe shows significant growth potential via new openings in both shopping centres and city centres, development of e-commerce and international expansion. 4) What has been achieved? Since investment and the Histoire d’Or/Marc Orian merger, several developments have created value for the group. A few dozen stores have been opened in France and Belgium with particular development in city centres since FY 2013. In 2014,

the group acquired 31 Piery stores andmade several other small acquisitions. THOMEurope has also internationalised, acquiring two jewellery chains in Northern Italy, and opening several new stores in the country. Lastly, an e-commerce site and a digital marketing/CRM strategy were launched in FY 2013. In July 2014, the group issued€345m in five-year senior secured bonds to refinance its existingdebt, finance the acquisitionof the Piery stores and repay part of shareholders’ convertible bonds, which allowed Altamir to recoup 40% of its initial cost. In October 2016, THOM Europe acquired Stroili, the leading Italian jewellery retail chain (369 stores), and Oro Vivo’s German subsidiary (38 stores) thereby creatingEurope’s largest jewellery retailer withmore than 1,000points of sale, over 5,000 employees and pro forma sales of more than €600m. 5) How is it performing? THOMEurope continues to performwell, increasing same-store sales, opening new stores and stepping up the pace of its online sales. For the 2015-16 financial year (FYE 30 September), sales rose by 4% (€394m) and EBITDA by 7% compared with the previous year. The group continued to outperform themarket in the first three months of the 2016-17 financial year. Note: on 18 July 2014, THOMEurope issued publicly traded debt securities. Therefore, only publicly available information can be disclosed in this report. The valuation of the investment in THOMEurope grewby €23m during the 2016 financial year. 6) How will we crystallise value? THOM Europe has a scale and high margin profile which makes it an attractive target to large private equity groups as well as trade buyers.

Sector

Country

Date of investment

Residual cost in €m

Fair value in €m

% of the portfolio at fair value

France

2010

36.6

73.2

8.4

27

REGISTRATION DOCUMENT 1 ALTAMIR 2016